Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
IORDANOU CONSTANTINE
2. Issuer Name and Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD. [ACGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)

C/O ARCH CAPITAL GROUP LTD., WATERLOO HOUSE,100 PITTS BAY ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


PEMBROKE, D0 HM 08
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares, $.0033 par value per share             191,522 D  
Common Shares, $.0033 par value per share             201,676 I By 2015 GRAT
Common Shares, $.0033 par value per share             158,514 I By 2010 GRAT
Common Shares, $.0033 par value per share             83,333 I By Limited Liability Company
Common Shares, $.0033 par value per share             116,613 I By Limited Liability Company
Common Shares, $.0033 par value per share             11,616 I By child
Series C Non-Cumulative Preferred Shares (non-convertible)             6,000 D  
Series C Non-Cumulative Preferred Shares (non-convertible)             1,800 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Appreciation Right $ 23.707 12/31/2016   G   8,698 (2)   (1) 05/11/2017 Common Shares, $.0033 par value per share
8,698
$ 0 94,060
I
By 2010 GRAT
Share Appreciation Right $ 23.707 12/31/2016   G 8,698 (2)     (1) 05/11/2017 Common Shares, $.0033 par value per share
8,698
$ 0 40,940
D
 
Share Appreciation Right $ 19.293 12/31/2016   G   27,084 (3)   (4) 05/06/2019 Common Shares, $.0033 par value per share
27,084
$ 0 0
I
BY 2014 GRAT
Share appreciation right $ 19.293 12/31/2015   G 27,084 (3)     (4) 05/06/2019 Common Shares, $.0033 par value per share
27,084
$ 0 93,300
D
 
Share appreciation right $ 33.913 12/31/2016   G   84,748 (5)   (6) 05/06/2021 Common Shares, $.0033 par value per share
84,748
$ 0 15,317
I
By 2014 GRAT
Share Appreciation Right $ 33.913 12/31/2016   G 84,748 (5)     (6) 05/06/2021 Common Shares, $.0033 par value per share
84,748
$ 0 84,748
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IORDANOU CONSTANTINE
C/O ARCH CAPITAL GROUP LTD.
WATERLOO HOUSE,100 PITTS BAY ROAD
PEMBROKE, D0 HM 08
  X     Chairman & CEO  

Signatures

/s/ Louis Petrillo, Attorney in fact 02/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The share appreciation right (SARs) became exercisable in three equal annual installments with the first installment being exercisable on May 11, 2008 and the second and third installments being exercisable on May 11, 2009 and May 11, 2010.
(2) On December 31, 2016, 8,698 SARs were distributed from the 2010 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2010 GRAT. Following this distribution, the 2010 GRAT indirectly owns 94,060 SARs and the reporting person directly owns 40,940 SARs.
(3) On December 31, 2016, 27,084 SARs were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT no longer owns this SAR and the reporting person directly owns 93,300 SARs.
(4) The SARs became exercisable in three equal annual installments with the first installment being exercisable on May 6, 2010 and the second and third installments being exercisable on May 6, 2011 and May 6, 2012.
(5) On December 31, 2016, 84,748 SARs were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT indirectly owns 15,317 SARs and the reporting person owns 84,748 SARs directly.
(6) The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 6, 2012 and the second and third installments being exercisable on May 6, 2013 and May 6, 2014.

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